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| CNTY > SEC Filings for CNTY > Form 8-K on 6-Jul-2009 | All Recent SEC Filings |
6-Jul-2009
Completion of Acquisition or Disposition of Assets, Financial Statements
As previously disclosed, on December 19, 2008, Century Casinos, Inc.'s subsidiary, Century Resorts Limited ("CRL"), entered into an agreement to sell all of the outstanding shares of Century Casinos Africa (Pty) Limited ("CCA"), for a gross selling price of ZAR 460 million (approximately $57 million). Also as previously disclosed, the agreement was amended on June 15, 2009 (as amended, the "Agreement"). CCA owned and operated The Caledon Hotel, Spa & Casino near Cape Town, South Africa (the "Caledon"), as well as 60% of, and provided technical casino services to, Century Casino Newcastle located in Newcastle, South Africa.
On June 30, 2009, CRL completed the sale of CCA to Tsogo Sun Gaming pursuant to the terms of the Agreement for net proceeds of approximately ZAR 352 million (approximately $44 million), excluding amounts retained until transaction approval by the Kwa-Zulu Natal Gambling Board is obtained and other adjustments. At closing, CRL received a net cash amount of approximately ZAR 254 million (approximately $32 million). Once the approval of the Kwa-Zulu Natal Gambling Board has been obtained, an additional net cash amount of approximately ZAR 98 million ($12 million) will become payable to CRL. An additional ZAR 17 million ($2 million) held in retention may be payable to CRL within sixty days of closing if the net asset value ("NAV") at June 30, 2009 is greater than the NAV at December 31, 2008. If the NAV at December 31, 2008 exceeds the NAV at June 30, 2009 by more than the $2 million held in retention, CRL will reimburse Tsogo Sun Gaming an amount equal to the excess.
The Company has previously disclosed additional information concerning the Agreement on its Current Reports on Form 8-K filed with the Securities and Exchange Commission on December 24, 2008 and June 19, 2009.
The pro forma financial information required by this item is attached as Exhibit 99.1 to this report.
(d) Exhibits
2.1 Sale of Shares Agreement, entered into as of December 19, 2008, by and between Century Resorts Limited, Tsogo Sun Gaming (Pty) Ltd. and Century Casinos Africa (Pty) Ltd., is hereby incorporated by reference to Exhibit 2.1 to the Company's Current Report on Form 8-K dated December 24, 2008.
2.2 Amendment to the Sale of Shares Agreement, dated June 15, 2009, by and between Century Resorts Limited, Tsogo Sun Gaming (Pty) Ltd. And Century Casinos Africa (Pty) Ltd., is hereby incorporated by reference to Exhibit 2.2 to the Company's Current Report on Form 8-K dated June 19, 2009.
99.1 Pro forma financial information
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